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Proposed Amendments to the LSA Constitution for 2011
The following amendments to the LSA Constitution and bylaws have been proposed on the basis of the support of at least two thirds of the Executive Committee, as provided in the LSA Constitution. Also as provided by the constitution, they will be submitted to the membership for a vote. To become effective, an amendment must receive the approval of at least two thirds of the members voting on it.
Note that Item 4, below, deals with procedures for amending the Bylaws. Under current procedure, amendments to the Bylaws are voted on during the LSA's Annual Business Meeting in January. If Item 4 is approved during the January 7, 2011 Business Meeting, future amendments to the Bylaws will be dealt with in the same way as amendments to the LSA Constitution. For this year, however, only the constitutional amendment (Item #1) will be subject to electronic voting by the entire membership.
A brief rationale for each of the proposed amendments is presented below, along with any applicable changes to the wording of the Constitution and Bylaws. Any additional arguments in favor of or opposed to the amendments may be submitted to David Robinson, Director of Membership and Meetings for posting on this web page. Online voting on constitutional amendments will take place from September 1 through November 6.
1. Proposed amendment to Article III, Section 4 of the LSA Constitution
Current Text
The Secretary-Treasurer shall serve for a term of five years, and report to the Executive Committee. The Executive Committee may extend the term of the Secretary-Treasurer for additional terms of one year. The Secretary-Treasurer shall be the Chief Financial Officer of the Society and shall be bonded.
Proposed Amendment
Delete the final four words, "and shall be bonded."
Rationale
The purpose of bonding the Secretary-Treasurer is to protect the society from embezzlement or other malfeasance by that person. While such protection is essential, LSA's attorney and auditor have both informed us that "bonding" any particular individual is now an obsolete method of accomplishing the purpose. What is needed rather is an insurance policy that protects the society from harm by any of its officers or staff. We in fact have such a policy presently, and intend to maintain one at all times in the future. To assure that this will happen, we are proposing separately a new bylaw mandating it. Adding a traditional "bond" to the policy specifically for the Secretary-Treasurer, as the current constitutional language requires, does not provide substantially greater protection, and imposes additional cost.
2. Proposed new Bylaw, to be the second bylaw under the category "Bylaws pursuant to Article V, FISCAL POLICY."
Proposed Text
2. The Society will maintain at all times an insurance policy, in an amount to be determined by the Finance Committee, protecting it against losses arising from embezzlement or other malfeasance by any of the Society's Officers and staff.
The existing bylaw in this category will be numbered "1."
Rationale
See Item #1.
3. Proposed amendment to Bylaws pursuant to Article VI, MEETINGS
Current Text
The President shall appoint a Parliamentarian for the Business Meeting at the Annual Meeting of the Society. The Business Meeting shall be conducted in accordance with procedures determined by the Executive Committee and announced in the Annual Meeting Handbook.
Proposed Text
Delete the word "shall" from the first sentence and replace it with "may."
Rationale
The bylaw as it stands mandates the appointment of a Parliamentarian for each Annual Business Meeting. However, circumstances vary from year to year as to how practicable and how necessary it is to make such an appointment. Each year it requires identifying some member who is (a) capable of the job, (b) willing to serve, and (c) able to attend the Annual Meeting at his or her own expense, since there is no remuneration associated with the appointment. This is not always easy. Also, it is more often than not the case that there is no call on the Parliamentarian's services throughout the course of the meeting. Indeed, at one recent Annual Business Meeting, through an oversight, no Parliamentarian was appointed, and no one realized the omission until some weeks later. It is of course not always possible to foresee an issue arising at a meeting that will arouse sufficient controversy to require the intervention of a Parliamentarian, but in most cases the motions to be presented and discussed at the meeting are known in advance, and the President can judge whether it would be prudent to have a Parliamentarian on hand for the discussions. Finally, some Presidents are sufficiently well versed in procedure to be able to act as their own Parliamentarian.
The proposed change authorizes the President to appoint a Parliamentarian if he or she anticipates the need for one, but does not require such an appointment.
4. Proposed amendment to Bylaws pursuant to Article VIII, AMENDMENTS TO THE CONSTITUTION
Current Text
Any member of the Society may propose an amendment to this constitution. The proposal must be submitted in writing or by electronic mail to the Secretary-Treasurer at least one month prior to the Spring meeting of the Executive Committee. Members are encouraged but not required to provide arguments in favor of the proposed amendment at the time of submission. The Executive Committee will consider the proposal at its Spring meeting. If the proposal receives a two-thirds favorable vote from the Executive Committee members present and voting, it will be submitted to the full membership for vote at the time of the regular election for officers.
An amendment will also be submitted to a vote of the full membership if it is proposed in a petition signed by at least twenty-five members of the Society. Such a proposal, with the requisite signatures and favoring arguments attached, must be received at the LSA Secretariat office at least six months prior to the date of the Annual Meeting of the Society, and will be submitted to the full membership for vote at the time of the regular election for officers.
Any amendment put to the membership for a vote, whether by Executive Committee action or by petition, will be posted on the LSA web site at the earliest possible time, with arguments in favor and opposed.
Amendments to bylaws
Any proposed amendments to these bylaws must be submitted to the Secretary-Treasurer in writing. They will be submitted to the Executive Committee, and then to the members for vote during the Business Meeting at the Annual Meeting of the Society. To become effective, an amendment must receive the approval of two-thirds of those members present at the Business Meeting.
Proposed Change
Change the first sentence of the first paragraph to read: Any member of the Society may propose an amendment to the constitution or to the bylaws. Delete the final paragraph, with its header.
Rationale
The current procedure for amending the bylaws is deficient in several ways. It is vague about the role of the Executive Committee. It calls for amendments to be voted on during the Annual Business Meeting, when there is little time for genuine deliberation. Most importantly, it puts decision power over basic governing principles of the Society in the hands of a group of people whose presence at the meeting is largely a function of geographical accident, and who may not properly represent the membership as a whole.
The procedure that we have established for amending the constitution answers all of these problems. It spells out the role of the Executive Committee clearly. It gives the full membership a vote on any bylaw change, and gives them time to consider the matter fully before voting. It can be extended to amendments to the bylaws with no technical or administrative difficulty.
5. Proposed new Bylaw concerning the establishment of committees and the appointment of their members and chairs.
To be added to the Bylaws pursuant to Article IV, COMMITTEES, as Bylaw #1, renumbering existing bylaws in that section accordingly.
1. In addition to the committees specified in Article IV, the Executive Committee may establish standing and ad hoc committees as necessary to carry out the activities of the LSA. Committees may be open to any interested member of the Society, or may be restricted to membership by invitation only, at the discretion of the Executive Committee. The Chairs of all committees, and the members of restricted committees, shall be appointed by the President, subject to the approval of the Executive Committee. The appointments of Chairs will normally take place at the Spring meeting of the Executive Committee, with the term of the newly appointed Chair to begin the following January 1. Appointments of members of restricted committees will normally be completed by September 30, with terms of service to begin the following January 1. The duration of terms of service of Chair and members will be specified in the committee's charter. All terms of service will end at the close of the Annual Meeting following the last year of the term. Members of open committees may join the committee at any time, for a three year term of service, renewable once at the agreement of the member and the Chair.
Rationale
The purpose of this Bylaw is to unify, clarify, and codify the practices for establishing LSA committees other than those specifically mandated in the constitution, and for appointing members and Chairs of those committees. In the past, our approach to these matters has been somewhat ad hoc, and has tended to vary from year to year, in part because of the lack of clearly prescribed procedures. This Bylaw is intended to remedy that lack.
